The Seller’s Representations and Warranties. The Seller represents and warrants to the Buyer as follows:
The Seller’s Representations and Warranties. Except as set forth on the disclosure schedule attached hereto as Exhibit D (the “Disclosure Schedule”), the Seller, and the Seller, Park Square and Prime Time as to those matters in Sections 6.1, 6.2 and 6.3 pertaining to each of them, hereby represent and warrant to Buyer as of the Closing Date:
The Seller’s Representations and Warranties. As a material inducement to the Purchaser to execute this Agreement and consummate this transaction, the Seller represents and warrants to the Purchaser as of the date hereof and continuing through and including the Closing Date as follows:
The Seller’s Representations and Warranties. As of the Closing Date, the Seller represents and warrants to the Buyer for the benefit of the Buyer and each of its successors and assigns that:
The Seller’s Representations and Warranties. To induce the Purchaser to enter into this Agreement and to consummate the transactions described in this Agreement, each Seller hereby make the representations and warranties in this Section 5.1, as appropriate, upon which each Seller acknowledges and agrees that the Purchaser is entitled to rely, and as of Closing shall provide a Certificate reconfirming that all such representations and warranties remain true and correct as of the Closing Date and shall survive thereafter for the one (1) year period provided in Section 12.1.
The Seller’s Representations and Warranties. The Seller hereby represents and warrants to the Buyer that the statements contained in Section 2(a) are correct and complete as of the date of this Agreement, and the Seller, based upon information and belief, believes the statements contained in Section 2(b) are correct and complete as of the date of this Agreement.
The Seller’s Representations and Warranties. The Seller represents and warrants as follows:
(a) The Seller has good and marketable title in fee simple to the Premises and to the Appurtenant Rights and the Building Equipment subject only to Permitted Encumbrances. There is no Personal Property owned by the Seller and used in connection with the occupancy, operation or maintenance of the Premises.
(b) There are no legal or other actions, proceedings or governmental investigations pending or threatened which affect the Premises or which would materially adversely affect the ability of the Seller to carry out its obligations hereunder.
(c) To the best of the Seller's knowledge, with respect to the current use of the Premises, the Premises presently comply and will comply at the time of the Closing in all material respects with all applicable restrictive covenants, zoning and subdivision ordinances, building and fire codes, health and environmental laws and regulations, and all other applicable municipal, state or Federal laws, rules and regulations ("Laws"). The transactions contemplated herein will create no violations of any Laws affecting the Premises or any part thereof (including, without limitation, subdivision regulations).
(d) The Seller has performed all obligations required to be performed by the Seller under all leases affecting the Premises and the Seller is the owner of all the leases free and clear of all liens, encumbrances or similar limitations.
(e) The rent roll information set forth on Exhibit F attached hereto, listing all tenants of the Premises and their respective monthly rent, security deposit, lease term and any existing default, is complete and correct. No brokerage or leasing commissions or other compensation shall be or will be due and payable to any person, firm, corporation or other entity with respect to or on account of any of the Tenant Leases, and the Seller shall defend, indemnify and hold the Purchaser harmless from and against any brokerage or leasing fees due or claimed to be due in connection with any Tenant Lease, except that a brokerage commission in an amount equal to 5% of gross rents may be payable to The Xxxxxx Company upon a renewal of the Maidenform lease (i.e. no commission agreement has been signed with The Xxxxxx Company). The aforesaid indemnity shall service the Closing. Each of the leases described in Exhibit F hereto and delivered to Purchaser is true and complete, and each tenant listed thereon is open and operating and Seller has not received any no...
The Seller’s Representations and Warranties. Except as set forth in the Seller Disclosure Letter, the Seller represents and warrants to the Purchaser that as of the date hereof:
The Seller’s Representations and Warranties. Each of the Sellers, jointly and severally, represents and warrants to the Buyer that the statements contained in this Section 3.1 are correct and complete as of the date of this Agreement with respect to itself, himself or herself, except as set forth in Exhibit B attached to this Agreement.
The Seller’s Representations and Warranties. Assuming the accuracy of the representations, warranties and agreements of the Purchaser contained in this Agreement, each Seller represents and warrants to the Purchaser, jointly and severally, as of the Effective Date, as follows:
